0001209191-11-051099.txt : 20111006
0001209191-11-051099.hdr.sgml : 20111006
20111006211658
ACCESSION NUMBER: 0001209191-11-051099
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111004
FILED AS OF DATE: 20111006
DATE AS OF CHANGE: 20111006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Henderson Raymond P. III
CENTRAL INDEX KEY: 0001484561
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50784
FILM NUMBER: 111130578
MAIL ADDRESS:
STREET 1: 650 MASSACHUSETTS AVE, NW
STREET 2: 6TH FLOOR
CITY: WASHINGTON
STATE: DC
ZIP: 20001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BLACKBOARD INC
CENTRAL INDEX KEY: 0001106942
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 522081178
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 650 MASSACHUSETTS AVE NW
STREET 2: 6TH FLR
CITY: WASHINGTON
STATE: DC
ZIP: 20001
BUSINESS PHONE: 202-463-4860
MAIL ADDRESS:
STREET 1: 650 MASSACHUSETTS AVE NW
STREET 2: 6TH FLOOR
CITY: WASHINGTON
STATE: DC
ZIP: 20001
4
1
doc4.xml
FORM 4 SUBMISSION
X0304
4
2011-10-04
1
0001106942
BLACKBOARD INC
BBBB
0001484561
Henderson Raymond P. III
650 MASSACHUSETTS AVE, NW
6TH FLOOR
WASHINGTON
DC
20001
0
1
0
0
President, Blackboard Learn
Common Stock
2011-10-04
4
S
0
5000
45.00
D
98960
D
Common Stock
2011-10-04
4
D
0
98960
45.00
D
0
D
Stock Option (right to buy)
38.11
2011-10-04
4
D
0
29830
D
2019-02-15
Common Stock
29830
0
D
Stock Option (right to buy)
37.71
2011-10-04
4
D
0
40000
D
2018-02-15
Common Stock
40000
0
D
Stock Option (right to buy)
28.85
2011-10-04
4
D
0
20000
D
2017-06-15
Common Stock
20000
0
D
This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 23, 2011.
Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated June 30, 2011 (the "Merger Agreement"), by and among Blackboard Inc., Bulldog Holdings, LLC, and Bulldog Acquisition Sub, Inc., providing for the merger of Bulldog Acquisition Sub, Inc. with and into Blackboard Inc. (the "Merger"), in exchange for the merger consideration of $45.00 in cash per share of common stock (the "Merger Consideration").
Disposed of pursuant to the terms of the Merger Agreement. All unvested options vested in full immediately prior to the effective time of the Merger and were then cancelled in exchange for a cash payment equal to (i) the excess of (a) the Merger Consideration over (b) the exercise price per share under the option, multiplied by (ii) the number of shares of the Issuer's common stock subject to the option.
/s/ Matthew Small, Attorney-in-Fact for Raymond P. Henderson III
2011-10-06